Company Deliveries at the Closing. At the Closing, the Company shall deliver or cause to be delivered:
(a) a certificate of good standing to the Investors with respect to the Company issued by the applicable authority in the jurisdiction of its incorporation dated January 30, 2014;
(b) a share certificate to each Investor, in form satisfactory to such Investor, evidencing the sale to such Investor of the Purchased Shares pursuant to Section 2.2;
(c) a copy of the Company’s updated Register of Members to each Investor reflecting such Investor as the record owner of the Purchased Shares, certified as true and accurate by the Company’s registered agent;
(d) a copy of the Company’s updated Register of Directors to Kingsoft reflecting the Kingsoft Director as a director of the Company as of the Closing, certified as true and accurate by the Company’s registered agent; and
(e) such other documents, agreements and instruments required to be delivered by the Company to the Investors prior to the Closing under the terms of this Agreement.
Company Deliveries at the Closing. 5 5.1. SUPPORTING DOCUMENTS........................................5 5.2.
Company Deliveries at the Closing. The Investor's obligation to purchase the Shares is subject to the satisfaction on or prior to the Closing Date of each of the following conditions, unless expressly waived by the Investor at or prior to Closing:
Company Deliveries at the Closing. At the Closing:
(a) The Company shall deliver to each Investor a certificate or certificates (in denominations specified by such Investor) representing the Purchased Shares to be issued to such Investor, registered in such Investor’s name; provided, however, that upon request of any such Investor, the Company will instruct the Company’s transfer agent to deliver the Purchased Shares electronically by crediting such Investor’s account, or the account of such Investor’s prime broker, with the Depository Trust Company;
(b) The Company shall deliver to the MatlinPatterson Investor a duly executed counterpart of the MatlinPatterson Registration Rights Amendment;
(c) The Company shall deliver to the Mast Investor an executed counterpart of the New Registration Rights Agreement;
(d) The Company shall deliver to the Investors a legal opinion, dated the Closing Date, of Xxxxx & XxXxxxx LLP substantially to the effect set forth in Exhibit D; and
(e) The Company shall deliver to the applicable Investors each of the additional certificates and documents listed in Part II of Exhibit C.
Company Deliveries at the Closing. At the Closing, the Company shall deliver to the Investor:
(a) a certificate representing the Shares registered in the name of the Investor;
(b) a counterpart of the Registration Rights Agreement, duly executed by the Company;
(c) a counterpart of the Shareholders Agreement, duly executed by the Company and Shareholders;
(d) a true and correct copy of the Amended Certificate, duly approved by the shareholders of the Company;
(e) a true and correct copy of the Authorizing Resolutions, duly executed by the Board;
(f) a true and correct copy of the Certificate of Designation, duly approved by the Board;
(g) a true and correct copy of the resolution appointing the Investor Director on the Board with effect immediately after the Closing, duly executed by the Board;
(h) each of the opinions, certificates and documents required to be delivered by the Company at the Closing pursuant to Section 6.2; and
(i) such other instruments, agreements, opinions, certificates and documents as may be reasonably requested by the Investor in order to consummate the Transactions.
Company Deliveries at the Closing. At the Closing, the Company shall deliver or cause to be delivered to the Purchaser, the following:
(a) the minute books and stock ledgers of the Company;
(b) certified copies of the Certificate of Incorporation from the Secretary of State of Delaware for SeaBotix, which shall be in full force and effect at the time of the Closing;
(c) certificates from the Secretary of State of Delaware and the Secretary of State of California as to the good standing of SeaBotix, and comparable assurances for the Australian Sub for the applicable jurisdictions in which it does business, each to be dated no earlier than five (5) Business Days prior to the Closing;
(d) certified copies of resolutions, duly adopted by the Board of Directors and the stockholders of SeaBotix, which resolutions shall be in full force and effect at the time of the Closing, authorizing the execution and delivery by the Sellers and performance by the Company and the Sellers of this Agreement and the consummation of the transactions contemplated hereby;
(e) the employment agreements, executed by each of Xxxxxx Xxxxxxxx, Xxxx Xxxx, Xxxxx X’Xxxxxxxx, Xxxxx Xxxxxxxx and Xxxxxxx Xxxxx substantially in the forms attached hereto as Exhibit B (the “Employment Agreements”);
(f) consents and estoppel certificates for each of the leases by the Company for the Leased Real Property, all on terms (including lease term amendments) acceptable to the Purchaser;
(g) assignment of Intellectual Property, related termination of that certain Licensing Agreement between the Company and Xxxxxx Xxxxxxxx dated September 1, 2003, executed by Xxxxxx Xxxxxxxx, and the grant of certain purchase price payment to Xxxxxx Xxxxxxxx, pursuant to a Patent Assignment Agreement in substantially in the form attached hereto as Exhibit C (the “DR IP Agreement”);
(h) the legal opinions of Company’s counsel(s), and of Sellers’ counsel, covering the matters set forth in Exhibit D,
(i) written evidence reasonably satisfactory to the Purchaser that all Indebtedness of the Company, other than the Loans and the Term Loan, has been paid off and terminated and all related Encumbrances have been terminated and released;
(j) the Consents listed on Section 3.5(c) and (e) of the Disclosure Schedule (the “Closing Consents”);
(k) the Stock Pledge Agreement executed by the Sellers’ Representative; and
(l) such other documents as are reasonably required by the Purchaser to be delivered to effectuate the transactions contemplated hereby.
Company Deliveries at the Closing. At the Closing, the Company shall deliver to the Investors:
(a) certificates representing the Shares registered in the names of the Investors;
(b) a counterpart of the Registration Rights Agreement, duly executed by the Company; and
(c) each of the opinions, certificates and documents required to be delivered by the Company at the Closing pursuant to Section 6.2.
Company Deliveries at the Closing. At the Closing, the Company shall deliver to the Purchasers:
(a) a certificate or certificates (in denominations specified by the Investor) representing the Purchased Shares, registered in the names of the Purchasers;
(b) the Registration Rights Agreement duly executed by the Purchasers;
(c) an opinion, dated the Closing, Date, of Dxxxx Xxxxxxxxxx LLP substantially to the effect set forth in Exhibit D;
(d) each of the additional certificates and documents listed in Part II of Exhibit C.
Company Deliveries at the Closing. At the Closing, the Company shall deliver to the Investor:
(a) a certificate (or up to five certificates, in denominations as specified by the Investor) representing the Purchased Stock, registered in the name of the Investor;
(b) a note (or notes, in denominations as specified by the Investor) in the form specified in the Note Agreement representing the 15% Subordinated Debt;
(c) subject to Section 1.7, written evidence, satisfactory to the Investor, that the Company will use the net proceeds of the Repo Financing and the Investment, immediately following the Closing, to fully redeem and retire all outstanding Series A Senior Secured Notes and Series B Senior Secured Notes of the Company (collectively, the "EXISTING COMPANY NOTES") and to repurchase, pursuant to the Master Repurchase Agreement (including all annexes thereto) between the Company and ORIX Capital Markets, LLC ("ORIX"; the successor in interest to Xxxxxxx Xxxxx Mortgage Capital, Inc. and German American Capital Corporation)(the "EXISTING REPURCHASE AGREEMENT"), all the Purchased Securities (as such term is defined in the Existing Repurchase Agreement);
(d) written evidence, satisfactory to the Investor, of (i) the irrevocable resignation of Mr. H. Xxxxxxx Xxxxxxxxxx from the Company Board, his positions as President and Secretary of the Company and all positions that he holds as an officer or director of the Company or any Subsidiary (as defined in Section 2.1) of the Company, (ii) the irrevocable resignation of Xxxxxxx X. Xxxxxxx from his position as Chairman of the Company Board, all positions that he holds as an officer or director of any Subsidiary of the Company and his position as trustee of the CRIIMI MAE Management Retirement Plan and (iii) the termination of Messrs. Xxxxxxxxxx'x and Xxxxxxx'x respective employment agreements with the Company, each effective as of the date of the Closing;
(e) written evidence, satisfactory to the Investor, that the Company has caused the Company Board to have nine members, three of whom are Xx. Xxxxx Xxxxxxxx and two individuals that are mutually acceptable to the Investor and the Company, and the compensation committee of the Company Board to have three members consisting of individuals that are mutually acceptable to the Investor and the Company;
(f) written evidence, satisfactory to the Investor, that the Purchased Stock has been approved for listing on the NYSE, subject to notice of issuance;
(g) written evidence, satisfactory to the Investor, th...
Company Deliveries at the Closing. (a) The Company shall deliver to Purchaser, an assignment of Contracts and Other Agreements, Licenses and Permits included in the Assets, and a xxxx of sale and assignment covering the balance of the Assets, attached hereto, together with such other instruments of sale, transfer, conveyance, assignment and confirmation, and the Company shall take such further actions, as Purchaser may reasonably deem necessary or desirable in order to convey to Purchaser, and to confirm Purchaser's title to, all of the Assets, to put Purchaser in actual possession and operating control thereof and to assist Purchaser in exercising all rights with respect thereto;
(b) The Company shall deliver all of the Books and Records to Purchaser;
(c) The Company shall deliver an unaudited balance sheet as of a date within two weeks prior to the Closing Date and dated either as of (i) the end of a month, or (ii) the 15/th/ of a month, as the case may be (the "Closing Date Balance Sheet"); and
(d) The Company shall deliver ten (10) Stock Assignments duly endorsed (with date and number of shares blank).
